Out-License definition

Out-License means each license, settlement agreement or other agreement or arrangement between the Seller or any of its Affiliates and any Third Party pursuant to which the Seller or any of its Affiliates grants a license, sublicense or similar grant of any Product Application, Regulatory Approval or Intellectual Property Right that is necessary or reasonably useful for the Exploitation of a Covered Product.

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Out-License has the meaning set forth in Section 2.3 (Right of First Negotiation).

Out-License means each license or other agreement between the Seller or any of its Affiliates and any Third Party (other than Distributors) pursuant to which the Seller or any of its Affiliates grants a license or sublicense of any Intellectual Property Right to market, detail, promote, sell or secure reimbursement of a Product.

Examples of Out-License in a sentence

Except as set forth on Schedule 4.1(h)(i) of the Disclosure Schedule, there are no In-Licenses and no Out-Licenses (any In-License set forth on Schedule 4.1(h)(ii) of the Disclosure Schedule, an “Existing In-License” and any Out-License set forth on Schedule 4.1(h)(ii) of the Disclosure Schedule, an “Existing Out-License”, and collectively, the “Existing Licenses”).
The respective counterparty of each Existing Out-License has made all payments to the Seller or any of its Affiliates required under each Existing Out‑License as of the date hereof.
Notwithstanding the foregoing, subject to compliance with this Section 6.7, the Seller may enter into an Out-License with a Third Party to research, develop or manufacture the Product in the Territory without the Buyer’s prior written consent, provided that such license shall not assign or otherwise convey title to or impose any Lien on any of the Product Collateral, other than the grant of the license or sublicense thereunder, in favor of such Third Party.

More Definitions of Out-License

Out-License means each license, settlement agreement or other agreement or arrangement between Licensor or any of its Affiliates and any Third Party pursuant to which Licensor or any of its Affiliates grants a license, sublicense or similar grant of any Product Application, Regulatory Approval or Intellectual Property Right that is necessary or reasonably useful for the Exploitation of a Product in the Field in the Licensee Territory.

Out-License means, with respect to any Candidate, (i) when used as a verb, to license and/or sell to a non-affiliated Person the right to test, make, market, promote, detail, distribute, offer for sale and/or sell such Candidate in any country and (ii) when used as a noun, the license or sale to a non-affiliated Person of the right to test, make, market, promote, detail, distribute, offer for sale and/or sell such Candidate in any country; provided that an Out-License shall not include any transaction that does not include the grant to such non-affiliated Person of the right (or an option to obtain the right) to promote, detail, distribute, offer for sale and/or sell such Candidate in such country. For the avoidance of doubt, an Out-License of a Candidate shall be deemed to include a sale of all or substantially all of the equity interests in one or more Affiliates of Buyer that hold all or substantially all of Buyer’s and its Affiliates’ right to test, make, market, promote, detail, distribute, offer for sale and/or sell such Candidate in any country; provided that a Change of Control with respect to Buyer shall not constitute an Out-License of a Candidate.

Out-License means any license or other agreement between Cibus or any of its Affiliates and any Third Party pursuant to which Cibus or any of its Affiliates grants a license of, or sublicenses, any RTDS Right that is necessary or useful for the research, development, use or Commercialization of any products or product candidates of Cibus or its Affiliates, including any agreement pursuant to which a Third Party obtains the right to promote and market any such product or product candidate or any option or similar right to enter into such agreement; provided, however, that “Out-License” shall not include an agreement pursuant to which a Third Party obtains merely the right to distribute products.

Out-License has the meaning set forth in Section 2.3 (Right of Notification).

Out-License has the meaning set forth in Section 7.14(c).

Out-License means any license or other agreement between the Company, any Affiliate and/or any Third Party pursuant to which the Company or any Subsidiary grants to such Third Party a license or sublicense with respect to, covenant not to sue under, or other similar rights under any Product Intellectual Property. For clarity, the Out-Licenses existing as of the Closing Date include the Beike License Agreement.

Out-License shall have the meaning set forth in Section 4.11(i) hereof.